##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2011

or

 ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to

Commission File Number 001-34162

CurrencyShares® South African Rand Trust

Sponsored by Rydex Specialized Products LLC,

d/b/a Rydex Investments

(Exact name of registrant as specified in its
charter)



|                                                              |  |                                 
|------------------------------------------------------------- |  | --------------------------------
|New York                                                      |  | No. 30-6164140                  
|(State or other jurisdiction ofincorporation or organization) |  | (IRS EmployerIdentification No.)

805 King Farm Boulevard, Suite 600

Rockville, Maryland 20850

(Address of principal executive offices)(Zip Code)

(301) 296-5100

(Registrants telephone number, including area code)

Indicate by
check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (d232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).    Yes   ̈    No   ̈





---

##### Table of Contents

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, non-accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):

Large accelerated
filer   ̈     Accelerated filer   ̈     Non-accelerated filer   ̈     Smaller reporting company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x









---

##### Table of Contents

CURRENCYSHARES® SOUTH AFRICAN RAND TRUST

INDEX



|                                                                                                                                                                                                             |  |      |    | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---- | -- | 
|Caption                                                                                                                                                                                                      |  | Page |   
|PART I FINANCIAL INFORMATION                                                                                                                                                                                 |  |      |    | 
|                                                                                                                                                                                                             | 
|Item 1. Financial Statements (Unaudited)                                                                                                                                                                     |  |      |    | 
|                                                                                                                                                                                                             | 
|Statements of Financial Condition at April 30, 2011 and October 31, 2010                                                                                                                                     |  |      | 2  | 
|                                                                                                                                                                                                             | 
|Statements of Income and Comprehensive Income for the three months ended April 
30, 2011, the three months ended April 30, 2010, the six months ended April 30, 2011 and the six months ended April 30, 2010 |  |      | 3  | 
|                                                                                                                                                                                                             | 
|Statements of Changes in Shareholders Equity for the six months ended April 
30, 2011 and the year ended October 31, 2010                                                                                   |  |      | 4  | 
|                                                                                                                                                                                                             | 
|Statements of Cash Flows for the six months ended April 30, 2011 and the six months ended April 
30, 2010                                                                                                    |  |      | 5  | 
|                                                                                                                                                                                                             | 
|Notes to Financial Statements                                                                                                                                                                                |  |      | 6  | 
|                                                                                                                                                                                                             | 
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations                                                                                                                |  |      | 10 | 
|                                                                                                                                                                                                             | 
|Item 3. Quantitative and Qualitative Disclosures about Market Risk                                                                                                                                           |  |      | 12 | 
|                                                                                                                                                                                                             | 
|Item 4. Controls and Procedures                                                                                                                                                                              |  |      | 12 | 
|                                                                                                                                                                                                             | 
|Part II OTHER INFORMATION                                                                                                                                                                                    |  |      |    | 
|                                                                                                                                                                                                             | 
|Item 1. Legal Proceedings                                                                                                                                                                                    |  |      | 13 | 
|                                                                                                                                                                                                             | 
|Item 1A. Risk Factors                                                                                                                                                                                        |  |      | 13 | 
|                                                                                                                                                                                                             | 
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                                                          |  |      | 13 | 
|                                                                                                                                                                                                             | 
|Item 3. Defaults Upon Senior Securities                                                                                                                                                                      |  |      | 13 | 
|                                                                                                                                                                                                             | 
|Item 4. Submission of Matters to a Vote of Security Holders                                                                                                                                                  |  |      | 13 | 
|                                                                                                                                                                                                             | 
|Item 5. Other Information                                                                                                                                                                                    |  |      | 13 | 
|                                                                                                                                                                                                             | 
|Item 6. Exhibits                                                                                                                                                                                             |  |      | 14 | 
|                                                                                                                                                                                                             | 
|SIGNATURES                                                                                                                                                                                                   |  |      | 15 | 



1



---

##### Table of Contents

PART I - FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

CurrencyShares® South African Rand
Trust

Statements of Financial Condition



|                                                                                                              |  |                            |     |  |                  |   |     | 
|------------------------------------------------------------------------------------------------------------- |  | -------------------------- | --- |  | ---------------- | - | --- | 
|                                                                                                              |  | April 30, 
2011(Unaudited) |     |  | October 31, 2010 |  
|Assets                                                                                                        |  |                            |     |  |                  |   |     | 
|Current Assets:                                                                                               |  |                            |     |  |                  |   |     | 
|South African Rand deposits, interest bearing                                                                 |  | $                          |    |  |                  | $ |    | 
|South African Rand deposits, non-interest bearing                                                             |  |                            | 152 |  |                  |   | 144 | 
|                                                                                                              |  |                            |     |  |                  |   |     | 
|Total Assets                                                                                                  |  | $                          | 152 |  |                  | $ | 144 | 
|                                                                                                              |  |                            |     |  |                  |   |     | 
|                                                                                                              |  |                           
|Liabilities, Redeemable Capital Shares and Shareholders Equity                                               |  |                            |     |  |                  |   |     | 
|Current Liabilities                                                                                           |  | $                          |    |  |                  | $ |    | 
|                                                                                                              |  |                           
|Commitments and Contingent Liabilities (note 8)                                                               |  |                            |    |  |                  |   |    | 
|Redeemable Capital Shares, at redemption value, no parvalue, 10,150,000 authorized - 1 issued and outstanding |  |                            | 152 |  |                  |   | 144 | 
|Shareholders Equity:                                                                                         |  |                            |     |  |                  |   |     | 
|Retained Earnings                                                                                             |  |                            |    |  |                  |   |    | 
|Cumulative Translation Adjustment                                                                             |  |                            |    |  |                  |   |    | 
|                                                                                                              |  |                            |     |  |                  |   |     | 
|Total Liabilities, Redeemable Capital Shares and Shareholders Equity                                         |  | $                          | 152 |  |                  | $ | 144 | 
|                                                                                                              |  |                            |     |  |                  |   |     | 

See Notes to Financial Statements.



2



---

##### Table of Contents

CurrencyShares® South African Rand Trust

Statements of Income and Comprehensive Income

(Unaudited)



|                                     |  |                                  |    |  |                                  |   |   |                                |  |   |                                |  |  |   |   | 
|------------------------------------ |  | -------------------------------- | -- |  | -------------------------------- | - | - | ------------------------------ |  | - | ------------------------------ |  |  | - | - | 
|                                     |  | Three monthsendedApril 
30, 2011 |    |  | Three monthsendedApril 
30, 2010 |   |   | Six monthsendedApril 
30, 2011 |  |   | Six monthsendedApril 
30, 2010 | 
|Income                               |  |                                  |    |  |                                  |   |   |                                |  |   |                                |  |  |   |   | 
|Total Income                         |  | $                                |   |  |                                  | $ |  |                                |  | $ |                               |  |  | $ |  | 
|                                     |  |                                  |    | 
|Expenses                             |  |                                  |    |  |                                  |   |   |                                |  |   |                                |  |  |   |   | 
|                                     |  |                                  |    |  |                                  |   |   |                                |  |   |                                |  |  |   |   | 
|Total Expenses                       |  |                                  |   |  |                                  |   |  |                                |  |   |                               |  |  |   |  | 
|Net Income                           |  | $                                |   |  |                                  | $ |  |                                |  | $ |                               |  |  | $ |  | 
|                                     |  |                                  |    |  |                                  |   |   |                                |  |   |                                |  |  |   |   | 
|                                     |  |                                  |    | 
|Other Comprehensive Income:          |  |                                  |    |  |                                  |   |   |                                |  |   |                                |  |  |   |   | 
|Currency translation adjustment      |  |                                  | 13 |  |                                  |   | 3 |                                |  |   | 8                              |  |  |   | 8 | 
|                                     |  |                                  |    |  |                                  |   |   |                                |  |   |                                |  |  |   |   | 
|                                     |  |                                  |    | 
|Total Comprehensive Income           |  | $                                | 13 |  |                                  | $ | 3 |                                |  | $ | 8                              |  |  | $ | 8 | 
|                                     |  |                                  |    |  |                                  |   |   |                                |  |   |                                |  |  |   |   | 
|                                     |  |                                  |    | 
|Basic and Diluted Earnings per share |  | $                                |   |  |                                  | $ |  |                                |  | $ |                               |  |  | $ |  | 
|Weighted-average Shares Outstanding  |  |                                  | 1  |  |                                  |   | 1 |                                |  |   | 1                              |  |  |   | 1 | 
|Cash Dividends per Share             |  | $                                |   |  |                                  | $ |  |                                |  | $ |                               |  |  | $ |  | 

See Notes to
Financial Statements.



3



---

##### Table of Contents

CurrencyShares® South African Rand Trust

Statements of Changes in Shareholders Equity



|                                                            |  |                                            |    |   |                            |   |     |  
|----------------------------------------------------------- |  | ------------------------------------------ | -- | - | -------------------------- | - | --- | -
|                                                            |  | Six months endedApril 
30, 2011(Unaudited) |    |   | Year
endedOctober 31, 2010 |  
|Retained Earnings, Beginning of Period                      |  | $                                          |   |   |                            | $ |    |  
|Net Income                                                  |  |                                            |   |   |                            |   |    |  
|                                                            |  |                                            |    |   |                            |   |     |  
|                                                            |  |                                           
|Retained Earnings, End of Period                            |  | $                                          |   |   |                            | $ |    |  
|                                                            |  |                                            |    |   |                            |   |     |  
|                                                            |  |                                           
|Cumulative Translation Adjustment, Beginning of Period      |  | $                                          |   |   |                            | $ |    |  
|Currency translation adjustment                             |  |                                            | 8  |   |                            |   | 16  |  
|Adjustment of redeemable capital shares to redemption value |  |                                            | (8 | ) |                            |   | (16 | )
|                                                            |  |                                            |    |   |                            |   |     |  
|                                                            |  |                                           
|Cumulative Translation Adjustment, End of Period            |  | $                                          |   |   |                            | $ |    |  
|                                                            |  |                                            |    |   |                            |   |     |  

See Notes to Financial Statements.



4



---

##### Table of Contents

CurrencyShares® South African Rand Trust

Statements of Cash Flows

(Unaudited)



|                                                         |  |                                 |     |  |                                 |   |     | 
|-------------------------------------------------------- |  | ------------------------------- | --- |  | ------------------------------- | - | --- | 
|                                                         |  | Six months endedApril 
30, 2011 |     |  | Six months endedApril 
30, 2010 |  
|Cash flows from operating activities                     |  |                                 |     |  |                                 |   |     | 
|Net cash provided by operating activities                |  | $                               |    |  |                                 | $ |    | 
|                                                         |  |                                
|Cash flows from financing activities                     |  |                                 |     |  |                                 |   |     | 
|Cash received to purchase redeemable shares              |  |                                 |    |  |                                 |   |    | 
|                                                         |  |                                 |     |  |                                 |   |     | 
|Net cash provided by financing activities                |  |                                 |    |  |                                 |   |    | 
|                                                         |  |                                
|Adjustment to period cash flows due to currency movement |  |                                 | 8   |  |                                 |   | 8   | 
|                                                         |  |                                 |     |  |                                 |   |     | 
|(Decrease)/Increase in cash                              |  |                                 | 8   |  |                                 |   | 8   | 
|Cash at beginning of period                              |  |                                 | 144 |  |                                 |   | 128 | 
|                                                         |  |                                 |     |  |                                 |   |     | 
|Cash at end of period                                    |  | $                               | 152 |  |                                 | $ | 136 | 
|                                                         |  |                                 |     |  |                                 |   |     | 

See Notes to Financial Statements.



5



---

##### Table of Contents

CurrencyShares® South African Rand Trust

Notes to Financial Statements

(Unaudited)



|1. | Organization and Description of the Trust
|-- | -----------------------------------------

The CurrencyShares® South African Rand Trust (the
Trust) was formed under the laws of the State of New York on August 7, 2008. On August 8, 2008, Rydex Specialized Products LLC d/b/a Rydex Investments (the Sponsor) deposited 1,000 South African Rand in
the Trusts primary deposit account held by JPMorgan Chase Bank, N.A., London Branch (the Depository). The Sponsor is a Delaware limited liability company whose sole member is Security Investors, LLC (also d/b/a Rydex
Investments). The Sponsor is responsible for, among other things, overseeing the performance of The Bank of New York Mellon (the Trustee) and the Trusts principal service providers, including the preparation of financial
statements. The Trustee is responsible for the day-to-day administration of the Trust.

The investment objective of the Trust is for the
Trusts shares (the Shares) to reflect the price of the South African Rand plus accrued interest less the Trusts expenses and liabilities. The Shares are intended to provide investors with a simple, cost-effective means of
gaining investment benefits similar to those of holding the South African Rand. The Trusts assets primarily consist of South African Rand on demand deposit in two deposit accounts maintained by the Depository: a primary deposit account which
may earn interest and a secondary deposit account which does not earn interest. The secondary deposit account is used to account for any interest that may be received and paid out on creations and redemptions of 50,000 Shares (Baskets).
The secondary account is also used to account for interest earned, if any, on the primary deposit account, pay Trust expenses and distribute any excess interest to holders of Shares (Shareholders) on a monthly basis.

The accompanying unaudited financial statements were prepared in accordance with accounting principles generally accepted in the United States of America
for interim financial information and with the instructions for Form 10-Q. In the opinion of management, all material adjustments, consisting only of normal recurring adjustments, considered necessary for a fair statement of the interim period
financial statements have been made. Interim period results are not necessarily indicative of results for a full-year period. These financial statements and the notes thereto should be read in conjunction with the Trusts financial statements
included in the Form 10-K/A as filed on March 10, 2011.



|2. | Significant Accounting Policies
|-- | -------------------------------



|A. | Use of Estimates
|-- | ----------------

The preparation of
financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of the assets, liabilities and disclosures of
contingent liabilities at the date of the financial statements, the reported amounts of revenue and expenses during the period and the evaluation of subsequent events through the issuance date of the financial statements. Actual results could differ
from those estimates.



|B. | Foreign Currency Translation
|-- | ----------------------------

The Trustee
will calculate the Trusts net asset value (NAV) each business day, as described in Note 4. For NAV calculation purposes, South African Rand deposits (cash) are translated at the Closing Spot Rate, which is the U.S. Dollar
(USD)/South African Rand exchange rate as determined by WM/Reuters at 4:00 PM (London time) on each day that NYSE Arca is open for regular trading.

The functional currency of the Trust is the South African Rand in accordance with generally accepted accounting standards. For financial statement reporting purposes, the U.S. Dollar is the reporting
currency. As a result, the financial records of the Trust are translated from South African Rand to USD. The Closing Spot Rate on the last day of the period is used for translation in the statements of financial condition. The average Closing Spot
Rate for the period is used for translation in the statements of income and comprehensive income and the statements of cash flows. Any currency translation adjustment is included in comprehensive income.



6



---

##### Table of Contents

|C. | Federal Income Taxes
|-- | --------------------

The Trust is
treated as a grantor trust for federal income tax purposes and, therefore, no provision for federal income taxes is required. Interest, gains and losses are passed through to the Shareholders.

Shareholders generally will be treated, for U.S. federal income tax purposes, as if they directly owned a pro-rata share of the assets held in the Trust.
Shareholders also will be treated as if they directly received their respective pro-rata portion of the Trusts income, if any, and as if they directly incurred their respective pro-rata portion of the Trusts expenses. The acquisition of
Shares by a U.S. Shareholder as part of a creation of a Basket will not be a taxable event to the Shareholder.

The Sponsors fee accrues
daily and is payable monthly. For U.S. federal income tax purposes, an accrual-basis U.S. Shareholder generally will be required to take into account as an expense its allocable portion of the USD-equivalent of the amount of the Sponsors fee
that is accrued on each day, with such USD-equivalent being determined by the currency exchange rate that is in effect on the respective day. To the extent that the currency exchange rate on the date of payment of the accrued amount of the
Sponsors fee differs from the currency exchange rate in effect on the day of accrual, the U.S. Shareholder will recognize a currency gain or loss for U.S. federal income tax purposes.

The Trust does not expect to generate taxable income except for interest income (if any) and gain (if any) upon the sale of South African Rand. A non-U.S. Shareholder generally will not be subject to U.S.
federal income tax with respect to gain recognized upon the sale or other disposition of Shares, or upon the sale of South African Rand by the Trust, unless: (1) the non-U.S. Shareholder is an individual and is present in the United States for
183 days or more during the taxable year of the sale or other disposition, and the gain is treated as being from United States sources; or (2) the gain is effectively connected with the conduct by the non-U.S. Shareholder of a trade or business
in the United States.

A non-U.S. Shareholders portion of any interest income earned by the Trust generally will not be subject to U.S.
federal income tax unless the Shares owned by such non-U.S. Shareholder are effectively connected with the conduct by the non-U.S. Shareholder of a trade or business in the United States.



|D. | Revenue Recognition
|-- | -------------------

Interest on the
primary deposit account, if any, accrues daily as earned and is received on a monthly basis.



|E. | Dividends
|-- | ---------

To the extent that the
interest earned by the Trust, if any, exceeds the sum of the Sponsors fee for the prior month plus other Trust expenses, if any, the Trust will distribute, as a dividend, the excess interest earned in South African Rand effective on the first
business day of the subsequent month. The Trustee will direct that the excess South African Rand be converted into USD at a prevailing market rate and the Trustee will distribute the USD as promptly as practicable to Shareholders on a pro-rata basis
(in accordance with the number of Shares that they own).



|3. | South African Rand Deposits
|-- | ---------------------------

South
African Rand principal deposits are held in a South African Rand-denominated, interest-bearing demand account. For the six months ended April 30, 2011, there were no South African Rand principal deposits and no South African Rand principal
redemptions resulting in an ending South African Rand balance of 1,000. This equates to 152 USD. For the year ended October 31, 2010, there were no South African Rand principal deposits and no South African Rand principal redemptions resulting
in an ending South African Rand balance of 1,000. This equates to 144 USD.



7



---

##### Table of Contents

|4. | Redeemable Capital Shares
|-- | -------------------------

Shares are
classified as redeemable for financial statement purposes, since they are subject to redemption. Shares are issued and redeemed continuously in Baskets in exchange for South African Rand. Individual investors cannot purchase or redeem
Shares in direct transactions with the Trust. Only Authorized Participants (as defined below) may place orders to create and redeem Baskets. An Authorized Participant is a participant of the Depository Trust Company (DTC) that is a
registered broker-dealer or other institution eligible to settle securities transactions through the book-entry facilities of DTC and which has entered into a contractual arrangement with the Trust and the Sponsor governing, among other matters, the
creation and redemption process. Authorized Participants may redeem their Shares at any time in Baskets.

Due to expected continuing creations
and redemptions of Baskets and the three-day period for settlement of each creation or redemption, the Trust reflects Shares created as a receivable. Shares redeemed are reflected as a liability on the trade date. Outstanding Shares are reflected at
a redemption value, which is the NAV per Share at the period end date. Adjustments to redeemable capital Shares at redemption value are recorded against retained earnings, or, in the absence of retained earnings, by charges against the cumulative
translation adjustment.

Activity in redeemable capital Shares is as follows:



|                                                               |  |                                           |   |  |                            |   |     |        |  |  |                   |  |  |   |     | 
|-------------------------------------------------------------- |  | ----------------------------------------- | - |  | -------------------------- | - | --- | ------ |  |  | ----------------- |  |  | - | --- | 
|                                                               |  | Six months endedApril 30,
2011(Unaudited) |   |  | Year endedOctober 31,
2010 |  
|                                                               |  | Shares                                    |   |  | U.S. DollarAmount          |   |     | Shares |  |  | U.S. DollarAmount | 
|Opening balance                                                |  |                                           | 1 |  |                            | $ | 144 |        |  |  | 1                 |  |  | $ | 128 | 
|Shares issued                                                  |  |                                           |  |  |                            |   |    |        |  |  |                  |  |  |   |    | 
|Shares redeemed                                                |  |                                           |  |  |                            |   |    |        |  |  |                  |  |  |   |    | 
|Adjustment to period Shares due to currency movement and other |  |                                           |  |  |                            |   | 8   |        |  |  |                  |  |  |   | 16  | 
|                                                               |  |                                           |   |  |                            |   |     |        |  |  |                   |  |  |   |     | 
|Ending balance                                                 |  |                                           | 1 |  |                            | $ | 152 |        |  |  | 1                 |  |  | $ | 144 | 
|                                                               |  |                                           |   |  |                            |   |     |        |  |  |                   |  |  |   |     | 

The Trustee will calculate the Trusts NAV each business day. To calculate the NAV, the Trustee will subtract the
Sponsors accrued fee through the previous day from the South African Rand held by the Trust (including all unpaid interest accrued through the preceding day) and calculate the value of the South African Rand in USD based upon the Closing Spot
Rate. If, on a particular evaluation day, the Closing Spot Rate has not been determined and announced by 6:00 PM (London time), then the most recent Closing Spot Rate will be used to determine the NAV of the Trust unless the Trustee, in consultation
with the Sponsor, determines that such price is inappropriate to use as the basis for the valuation. If the Trustee and the Sponsor determine that the most recent Closing Spot Rate is not an appropriate basis for valuation of the Trusts South
African Rand, they will determine an alternative basis for the valuation. The Trustee also determines the NAV per Share, which equals the NAV of the Trust divided by the number of outstanding Shares. Shares deliverable under a purchase order are
considered outstanding for purposes of determining NAV per Share; Shares deliverable under a redemption order are not considered outstanding for this purpose.



|5. | Sponsors Fee
|-- | -------------

The Sponsors
fee will accrue daily at an annual nominal rate of 0.40% of the South African Rand in the Trust (including all unpaid interest but excluding unpaid fees, each as accrued through the immediately preceding day) and will be paid monthly.

The Sponsor assumes and pays the following administrative and marketing expenses incurred by the Trust: the Trustees monthly fee, NYSE Arca listing
fees, SEC registration fees, typical maintenance and transaction fees of the Depository, printing and mailing costs, audit fees and expenses, up to $100,000 per year in legal fees and expenses, and applicable license fees.



8



---

##### Table of Contents

In certain exceptional cases the Trust will pay for some expenses in addition to the Sponsors fee.
These exceptions include expenses not assumed by the Sponsor (i.e., expenses other than those identified in the preceding paragraph), taxes and governmental charges, expenses and costs of any extraordinary services performed by the Trustee or the
Sponsor on behalf of the Trust or action taken by the Trustee or the Sponsor to protect the Trust or the interests of Shareholders, indemnification of the Sponsor under the Depositary Trust Agreement, and legal expenses in excess of $100,000 per
year.



|6. | Related Parties
|-- | ---------------

The Sponsor is a related
party of the Trust. The Sponsor oversees the performance of the Trustee and the Trusts principal service providers, including the preparation of financial statements, but does not exercise day-to-day oversight over the Trustee or the
Trusts service providers.



|7. | Concentration Risk
|-- | ------------------

All of the
Trusts assets are South African Rand, which creates a concentration risk associated with fluctuations in the price of the South African Rand. Accordingly, a decline in the South African Rand to USD exchange rate will have an adverse effect on
the value of the Shares. Factors that may have the effect of causing a decline in the price of the South African Rand include national debt levels and trade deficits, domestic and foreign inflation rates, domestic and foreign interest rates,
investment and trading activities of institutions and global or regional political, economic or financial events and situations. Substantial sales of South African Rand by the official sector (central banks, other governmental agencies and related
institutions that buy, sell and hold South African Rand as part of their reserve assets) could adversely affect an investment in the Shares.

All of the Trusts South African Rand are held by the Depository. Accordingly, a risk associated with the concentration of the Trusts
assets in accounts held by a single financial institution exists and increases the potential for loss by the Trust and the Trusts beneficiaries in the event that the Depository becomes insolvent.



|8. | Commitments and Contingencies
|-- | -----------------------------

Under the
Trusts organizational documents, the Sponsor is indemnified against any liability or expense it incurs without negligence, bad faith or willful misconduct on its part. The Trusts maximum exposure under this arrangement is unknown, as
this would involve future claims that may be made against the Trust that have not yet occurred.



9



---

##### Table of Contents

|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

Cautionary Statement Regarding Forward-Looking Information

This report contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as anticipate, expect, intend, plan,
believe, seek, outlook and estimate and other similar words. Forward-looking statements are based upon our current expectations and beliefs concerning future developments and their potential effects on
us. Such forward-looking statements are not guarantees of future performance. Various factors may cause our actual results to differ materially from those expressed in our forward-looking statements. These factors include fluctuations in the price
of the South African Rand, as the value of the Shares relates directly to the value of the South African Rand held by the Trust and price fluctuations could materially adversely affect an investment in the Shares. Readers are urged to review the
Risk Factors section in this report for a description of other risks and uncertainties that may affect an investment in the Shares.

Neither Rydex Specialized Products LLC d/b/a Rydex Investments (the Sponsor) nor any other person assumes responsibility for the accuracy or
completeness of forward-looking statements contained in this report. The forward-looking statements are made as of the date of this report, and will not be revised or updated to reflect actual results or changes in the Sponsors expectations or
predictions.

Trust Overview

The CurrencyShares® South African Rand Trust (the
Trust) is a grantor trust that was formed on August 7, 2008. The Trust issues shares (the Shares) in blocks of 50,000 (a Basket) in exchange for deposits of South African Rand and distributes South African
Rand in connection with the redemption of Baskets.

The Trust is a passive investment vehicle. The Trust does not have any officers, directors
or employees. The investment objective of the Trust is for the Shares to reflect the price of the South African Rand plus accrued interest, if any, less the expenses of the Trusts operations. The Trust does not engage in any activities
designed to obtain profit from, or ameliorate losses caused by, changes in the price of the South African Rand.

Definition of Net Asset
Value

The Trustee will calculate, and the Sponsor will publish, the Trusts Net Asset Value (NAV) each business day. To
calculate the NAV, the Trustee will add to the amount of South African Rand in the Trust at the end of the preceding day accrued but unpaid interest, if any, South African Rand receivable under pending purchase orders and the value of other Trust
assets, and subtract the accrued but unpaid Sponsors fee, South African Rand payable under pending redemption orders and other Trust expenses and liabilities, if any. The NAV will be expressed in U.S. Dollars (USD) based on the
Closing Spot Rate, which is the USD/ South African Rand exchange rate as determined by WM/Reuters as of 4:00 PM (London time) on each day that NYSE Arca is open for regular trading. If, on a particular evaluation day, the Closing Spot
Rate has not been determined and announced by 6:00 PM (London time), then the most recent Closing Spot Rate will be used to determine the NAV of the Trust unless the Trustee, in consultation with the Sponsor, determines that such price is
inappropriate to use as the basis for the valuation.

The Trustee will also determine the NAV per Share, which equals the NAV of the Trust
divided by the number of outstanding Shares. The NAV of the Trust and NAV per Share will be published by the Sponsor on each day that NYSE Arca is open for regular trading and will be posted on the Trusts website, www.currencyshares.com.

Movements in the Price of South African Rand

The investment objective of the Trust is for the Shares to reflect the price in USD of the South African Rand plus accrued interest, less the expenses of the Trusts operations. The Shares are
intended to provide institutional and retail investors with a simple, cost-effective means of gaining investment benefits similar to those of holding South African Rand. Each outstanding Share represents a proportional interest in the South African
Rand held by the Trust. The following chart illustrates recent movements in the price of South African Rand in USD as reported by the Bloomberg Professional service.



10



---

##### Table of Contents

LOGO

Liquidity

The Sponsor is not aware of any trends, demands, conditions or events that are reasonably likely to result in material changes to the Trusts
liquidity needs. The Trust did not have any Authorized Participant creation activity during the fiscal quarter ended April 30, 2011. The balance reflected in the financial statements is seed capital from the Sponsor.

Critical Accounting Estimates

The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Sponsors management to make estimates and assumptions that affect the reported amounts of the assets
and liabilities and disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period covered by this report.

In addition to the description below, please refer to Note 2 to the financial statements for further discussion of our accounting policies.

The functional currency of the Trust is the South African Rand in accordance with ASC 830, Foreign Currency Translation.

Results of Operations

The Sponsor deposited 1,000 South African Rand with the Depository
in exchange for one Share on August 8, 2008. No additional Shares were created or redeemed during the fiscal period ended October 31, 2008. As of October 31, 2008, the number of South African Rand owned by the Trust was 1,000
resulting in a redeemable capital Share value of $102.

No additional Shares were created or redeemed during the year ended October 31,
2009, the year ended October 31, 2010 or the six months ended April 30, 2011. As of October 31, 2009, the number of South African Rand owned by the Trust was 1,000 resulting in a redeemable capital Share value of $128. As of
October 31, 2010, the number of South African Rand owned by the Trust was 1,000 resulting in a redeemable capital Share value of $144. As of April 30, 2011, the number of South African Rand owned by the Trust was 1,000 resulting in a
redeemable capital Share value of $152.



11



---

##### Table of Contents

|Item 3. | Quantitative and Qualitative Disclosures about Market Risk
|------- | ----------------------------------------------------------

Except as described above with respect to the USD/South African Rand exchange rate and the nominal annual interest rate to be paid by the Depository on South African Rand held by the Trust, the Trust is
not subject to market risk. The Trust does not hold securities and does not invest in derivative instruments.



|Item 4. | Controls and Procedures
|------- | -----------------------

The Trust
maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) designed to ensure that material information relating to the Trust is recorded, processed and disclosed on a timely
basis. The Trusts disclosure controls and procedures are designed by or under the supervision of the Sponsors chief executive officer and chief financial officer, who exercise oversight over the Trust as the Trust has no officers. The
chief executive officer and chief financial officer of the Sponsor have evaluated the effectiveness of the Trusts disclosure controls and procedures as of April 30, 2011. Based on that evaluation, the chief executive officer and chief
financial officer of the Sponsor have concluded that the disclosure controls and procedures of the Trust were effective as of the end of the period covered by this report.

There were no changes in the Trusts internal control over financial reporting that occurred during the Trusts last fiscal quarter that have materially affected, or are reasonably likely to
materially affect, the Trusts internal control over financial reporting.



12



---

##### Table of Contents

PART II  OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

None.



|Item 1A. | Risk Factors
|-------- | ------------

There have been no material
changes from the risk factors disclosed in the Risk Factors section of the Trusts Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on March 10, 2011.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------



|(a) | None.
|--- | -----



|(b) | Not applicable.
|--- | ---------------



|(c) | None.
|--- | -----



|Item 3. | Defaults Upon Senior Securities
|------- | -------------------------------

None.



|Item 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

None.



|Item 5. | Other Information
|------- | -----------------

None.



13



---

##### Table of Contents

|Item 6. | Exhibits
|------- | --------



|            |  |                                                                                                                                                       
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                           
|31.1        |  | Certification by Principal Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.                                            
|            | 
|31.2        |  | Certification by Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.                                            
|            | 
|32.1        |  | Certification by Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|            | 
|32.2        |  | Certification by Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



14



---

##### Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.



|                   |  |  |  |                                          |  |                               
|------------------ |  |  |  | ---------------------------------------- |  | ------------------------------
|                   |  |  |  | CURRENCYSHARES® SOUTH AFRICAN
RAND TRUST
|                   |  |  | 
|                   |  |  |  | By                                       |  | Rydex Specialized Products LLC
|                   |  |  |  |                                          |  | Sponsor of the
CurrencyShares®
|                   |  |  |  |                                          |  | South African Rand Trust      
|                   |  |  | 
|Date: June 9, 2011 |  |  |  | By:                                      |  | /S/ JOSEPH ARRUDA             
|                   |  |  |  |                                          |  | Joseph Arruda                 
|                   |  |  |  |                                          |  | Chief Financial Officer       
|                   |  |  |  |                                          |  | (principal financial officer) 



15